f8k081308ex10ii_ea3aspire.htm


    Intellectual
Property Rights Sales Agreement

     

    Aspire
Japan, Inc. (hereafter, "Aspire") is selling the Intellectual Property of the
Aqua-make system to Global Investment Service, Inc. (hereafter, "GIS") with
following conditions.

     

    (Sales of
Intellectual Property)

     

    
      	
              1.  

            	
              Aspire
      is selling the Intellectual Property of the Aqua-make system defined below
      to GIS.

            


    

     

    Definition
of the selling Intellectual Property: All registered patent, work-in-progress
patent, and business and operation know-how of the Aqua-make system defined in
the Intellectual Property valuation report produced by Aspire.

     

    (Price
and Payment Plan)

     

    
      	
              2.  

            	
              GIS
      must pay Japanese 1.6 Billion YEN (When Japanese Yen is 110 Yen to a US$1,
      1.6
      Billion Japanese Yen is US$14,545,455) (excluding applicable sales tax) to
      Aspire
      for the above described Intellectual Property with the following payment
      schedule.

            


    

     

    
      	
              (1)

            	
              August
      29, 2008

            	
              200
      Million Japanese Yen (Approx. US$1,818,182)

            
	 	 	 
	
              (2)

            	
              September
      30, 2008

            	
              400
      Million Japanese Yen (Approx. US$3,636,364)

            
	 	 	 
	
              (3)

            	
              October
      31, 2008/08/07

            	
              1
      billion Japanese Yen (Approx.
US$9,090,909)

            


    

    (Approximate
figure calculate with US$1=110 Japanese Yen)

     

    (Registration
transfer documents)

     

    
      	
              3.  

            	
              Aspire
      agrees to transfer the registered holder of the official patent to GIS
      after receiving all payments described above from GIS. GIS agrees to pay
      for the direct expense to transfer the registered holder of the patent to
      Aspire from GIS.

            


    

     

    (The
timing of the bill of rights transfer)

     

    
      	
              4.  

            	
              GIS
      understands that GIS receives full rights of the Intellectual Property
      when the payment is paid fully.

            


    

     

    (Non-Refundable)

    
    

     

    
      	5.	GIS agrees that
      Aspire will not refund the payments received from Aspire in any case.


    

     

     

    
      
         

      

      
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    (Patent
Payment)

     

    
      	
              6.  

            	
              GIS
      agrees that GIS will pay for any extra patent that Aspire may have paid
      for the new patent before October 31,
2008.

            


    

     

    (Non-Disclosure)

     

    
      	
              7.  

            	
              GIS
      agrees that GIS will not disclose any information regarding the Aqua-make
      system.

            


    

     

    (Indemnification)

     

    
      	
              8.  

            	
              GIS
      understands the meaning and legal consequences of the representations and
      warranties contained in this agreement, and agrees to indemnify and hold
      harmless the Aspire and each member, officer, employee, agent or
      representative thereof against any and all loss, damage or liability due
      to or arising out of a breach of any representation or warranty, or breach
      or failure to comply with any covenant, of the GIS, whether contained in
      this Agreement.

            


    

     

    (Buy Back
Option)

     

    
      	
              9.  

            	
              GIS
      agrees that Aspire can buy the Intellectual Property back from GIS when
      the GIS decide to sell the Intellectual Property within next two to three
      years. In the event, GIS wish to sell the Intellectual Property to Aspire
      and Aspire decide to buy the Intellectual Property from GIS, GIS agrees to
      take stock payment from Aspire for the restricted common stock shares of
      THREE MILLION TWO HUNDRED THOUSAND (3.2million) shares issued by Aspire.
      Aspire agrees not to split its stock for next three
  years.

            


    

     

    (Violation)

     

    
      	
              10.  

            	
              In the event that GIS and Aspire
      feels that the other party has violated the agreement, this case will use
      the civil code.

            


    

     

    (Dispute)

     

    
      	
              11.  

            	
              In
      the event that GIS and Aspire have misunderstanding or problem regarding
      this agreement, GIS and Aspire both agree to reconcile the differences
      within three business days by conducting a gentleman's
      meeting.

            


    

     

     

    
      
         

      

      
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    Date:August
15, 2008

     

    Translated
Version

     

    Hideo
Kawahara, CEO

    Global
Investment Service, Inc.

    Osaka,
Japan

     

    Translated
Version

     

    Ken
Osako, CEO

    Aspire
Japan, Inc.

    Newport
Beach, CA USA

     

     

     

     

     

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